8-K
HeartCore Enterprises, Inc. (HTCR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Dateof report (Date of earliest event reported): September 25, 2024
HEARTCORE
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41272 | 87-0913420 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> Number) |
1-2-33,Higashigotanda, Shinagawa-ku, Tokyo, Japan
(Address of principal executive offices)
+81-3-6409-6966
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | HTCR | Nasdaq<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01. Regulation FD Disclosure.
On September 25, 2024, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that its Go IPO client, SBC Medical Group Holdings Inc. (“SBC”), has successfully commenced trading under the symbol “SBC” on the Nasdaq Global Market exchange.
The Company was initially compensated through an aggregate $900,000 in initial fees and warrants to acquire 2.7% of SBC’s common stock, on a fully diluted basis, which equate to $17 million; in total, the Company generated $17.9 million in revenue from the SBC deal, with $17 million to be recognized in the third quarter of 2024.
Of the $17.9 million, the Company sold $9 million worth of warrants to a Japanese financial institution during the first quarter of 2024. The Company generated $5.64 million in net sales after paying a referral fee of $3.36 million to So Management Inc. for sourcing the lead. With SBC now publicly traded, the Company holds in total $8 million worth of SBC stock.
Additionally, in its press release, the Company provided the following guidance range for the third quarter of 2024:
| ● | Revenue:<br> $19 million-$23 million |
|---|---|
| ● | Net<br> Profit: $4 million-$8 million |
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Press release of the registrant issued on September 25, 2024. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEARTCORE ENTERPRISES, INC. | ||
|---|---|---|
| Dated:<br> September 25, 2024 | By: | /s/ Sumitaka Yamamoto |
| Name: | Sumitaka<br> Yamamoto | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HeartCore’sGo IPO Client, SBC Medical Group, Begins Trading on the Nasdaq Stock Exchange
Companyanticipates Q3 2024 revenue to be between $19 million-$23 million and net profit to be between $4 million-$8 million
NEWYORK and TOKYO, September 25, 2024 (GLOBE NEWSWIRE) — HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or “theCompany”), a leading enterprise software and data consulting services company based in Tokyo, announced its Go IPO client, SBC Medical Group Holdings Inc. (“SBC”), has successfully commenced trading under the symbol “SBC” on the Nasdaq Global Market exchange. HeartCore was initially compensated through an aggregate $900,000 in initial fees and warrants to acquire 2.7% of SBC’s common stock, on a fully diluted basis, which equate to $17 million; in total, HeartCore generated $17.9 million in revenue from the SBC deal, with $17 million to be recognized in Q3 2024.
As previously mentioned, of the $17.9 million, HeartCore sold $9 million worth of warrants to a Japanese financial institution during Q1 2024. The Company generated $5.64 million in net sales after paying a referral fee of $3.36 million to So Management Inc. for sourcing the lead. With SBC now publicly traded, HeartCore holds in total $8 million worth of SBC stock.
Pursuant to the initial agreement, the Company assisted SBC throughout the listing process, including the audit and legal firm hiring process, translating requested documents into English, assisting in the preparation of documentation for internal controls required for an initial public offering, providing general support services, assisting in the preparation of the F-1 filing, and more.
Additionally,HeartCore announced the following guidance range for Q3 2024:
| - | Revenue:<br> $19 million-$23 million |
|---|---|
| - | Net<br> Profit: $4 million-$8 million |
“The SBC Medical Group deal is our biggest Go IPO deal to date, amassing a gross total of $17.9 million in total top line revenue for HeartCore,” said CEO Sumitaka Kanno Yamamoto. “Our team played a vital role in fostering the go public process for our treasured client, and we are very much looking forward to the progress and continued success SBC will create as a publicly traded company on the Nasdaq.
“Furthermore, we are very encouraged by our forecasted financials for Q3 2024, as HeartCore is slated to have its strongest quarter in corporate history. Relative to last year’s revenue for the first nine-months ended September 30, 2023, of $18.5 million, we anticipate generating between $28.1 million and $32.1 million in revenue for the nine months ended September 30, 2024, with a significant profit. We expect this year will be HeartCore’s strongest by far, and we continue to stay laser focused on providing value for our Go IPO clients, in addition to our enterprise software clients.”
AboutHeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading enterprise software and consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design. HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance the customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. HeartCore’s GO IPO^SM^ consulting services helps Japanese-based companies go public in the U.S. Additional information about the Company’s products and services is available at https://heartcore-enterprises.com/.
Forward-LookingStatements
All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.
HeartCoreInvestor Relations Contact:
Gateway Group, Inc.
Matt Glover and John Yi
HTCR@gateway-grp.com
(949) 574-3860